1. ACKNOWLEDGMENT AND ACCEPTANCE OF AGREEMENT
1.1 OnlineKerala.com provides you access to the Web Directory or Business Index advertising programme as available through the OnlineKerala.com website and email subscription database, subject to your compliance with these Terms of Service Agreement, including without limitation the OnlineKerala.com Web Directory Advertising Guidelines and the Privacy Policy. Please read these terms and conditions and related documents carefully. By enrolling as an "Advertiser," you agree to be bound by these Terms of Service Agreement, the terms of any Programs in which you enroll, and the terms and conditions of any Release Order that you complete (either online as part of the Online Sign-Up form, or offline, when enrolling as an Advertiser, each an "Release Order"), including all payment terms (collectively, "Agreement"). In this Agreement, "you" and "your" refers to the Advertiser or User who avails the advertising service of OnlineKerala.com. You agree that any of your agents, representatives, employees, or any person or entity acting on your behalf with respect to the use of OnlineKerala.com services shall be bound by, and shall abide by, these Terms of Service Agreement. You further agree that you are bound by this Agreement whether you are acting on your own behalf or on behalf of a third party, including another advertiser.
1.2 BY AGREEING TO THIS OnlineKerala.com Web Directory Listing Terms of Service Agreement, YOU REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER, THAT YOU WILL PROVIDE TRUE, ACCURATE, CURRENT, AND COMPLETE INFORMATION (INCLUDING AN ACCURATE EMAIL ADDRESS OR ALTERNATE MEANS OF CONTACTING YOU) IN YOUR REGISTRATION FOR THE SERVICE, AND THAT YOU AGREE TO BE BOUND BY THIS AGREEMENT.
2. DESCRIPTION OF SERVICE
2.1 OnlineKerala.com Web Directory Service is a fee-based service provided by OnlineKerala.com to serve the needs of businesses. Business owners who sign up for the Service can receive placement on the OnlineKerala.com site of enhanced business listings that include details about their business such as Name of the Organization, business address, contact numbers a link to a company web site, and other information that is valuable to the user.
2.2 All listings submitted to the Service must meet the following minimum criteria.
2.3 The listing must be for a business based in the Kerala, India.
2.4 The listing, and the web site(s) at the URLs included as part of the listing, if any, must not contain any content, products, services, or other information that in OnlineKerala.com ‘s reasonable determination may be illegal to sell under any applicable law, statute, ordinance, or regulation, that may infringe or violate anyone's rights, or that OnlineKerala.com believes, in its sole discretion, is inflammatory, offensive, or otherwise inconsistent with the spirit of the Service.
2.5 Listing must not contain any content (text, audio, video, images, photos, etc.) amounts to publishing and such content that is unlawful, illegal, pornographic, prohibited, derogatory, libelous, indecent, defamatory and which is in violation of intellectual property rights including trademarks and copyrights may attract liability including civil and criminal penalties, injunctive redress or imprisonment under relevant Indian or International laws.
2.6 These criteria are minimum requirements only, and OnlineKerala.com in its sole discretion, may consider other criteria before accepting the submission.
2.7 OnlineKerala.com reserves the right to decide whether, where, and how a listing appears on the OnlineKerala.com. OnlineKerala.com will consider your preferences, but reserves the right to list your site in any category or subcategory, as OnlineKerala.com deems appropriate, in its sole discretion. After you submit your listing, OnlineKerala.com or its agent will provide confirmation that your listing request has been processed and your listing accepted for placement on the OnlineKerala.com site
3 PAYMENT: You agree to pay OnlineKerala.com for all charges to your account in Indian rupees, in accordance with this Agreement and the terms of the Programs and/or Payment Plans you select (as such Programs and/or Payment Plans may be updated by OnlineKerala.com from time to time), including, if any, all applicable taxes, in accordance with billing terms in effect at the time the charges become payable.
3.1 All fees are non-refundable and non-creditable. You acknowledge that the payment of this fee does not in any way guarantee that all your suggested enhancements will be added to your listing. OnlineKerala.com may change its fees upon notice to you.
4 TERM AND TERMINATION
4.1 The term of this Agreement will be for a period of one (1) year commencing on the date that you submit your listing and payment for the Service. After the expiration of the Initial Term, this Agreement shall automatically renew for successive periods at renewal rates applicable at the time, unless notice of termination is provided in accordance with Section 4.2 below; provided, however, that to qualify for each renewal the listing must, at the time of renewal, be in substantial compliance with the material terms and conditions of this Agreement. OnlineKerala.com shall have the right, but not the obligation, to review the listing for compliance with this Agreement as part of the renewal process, or at any time.
4.2 After the expiration of the Initial Term, either party, in its sole and absolute discretion, may terminate this Agreement upon notice.
4.3 CANCELLATION OR TERMINATION: If you are dissatisfied with the OnlineKerala.com Web Directory, Programs or with any of the terms and conditions contained therein, your sole and exclusive remedy is to terminate your account in writing. You may cancel your participation in the OnlineKerala.com Marketplace and/or Programs at any time. Notwithstanding anything contained in this Agreement to the contrary, OnlineKerala.com may, in its sole discretion, terminate your account, and discontinue your participation in the OnlineKerala.com Marketplace, Programs the OnlineKerala.com Marketplace.
Results or on any Web site or Third Party Product that is part of the OnlineKerala.com Distribution Network. Reasons for OnlineKerala.com's determination to so terminate or discontinue your account or participation as provided for above include, but are not limited to, if OnlineKerala.com believes that you violated this Agreement or other policies or guidelines of OnlineKerala.com or of a Third Party Product (or other member of the OnlineKerala.com Distribution Network) that uses, licenses or distributes the OnlineKerala.com Marketplace or Programs, or if OnlineKerala.com believes your conduct may be harmful to other consumers, advertisers or licensees who participate in (or offer to its users) the OnlineKerala.com Marketplace or Programs. All decisions made by OnlineKerala.com in this matter will be final and neither OnlineKerala.com nor its licensees (or distributors) shall have any liability with respect to such decisions. IMPORTANT: CANCELLATION OR TERMINATION MAY NOT ALWAYS ENTITLE YOU TO A REFUND. PLEASE SEE THE FOLLOWING SECTION ENTITLED "
4.4 REFUNDS: If OnlineKerala.com terminates your account or if you decide to terminate your account, and you provide notice to OnlineKerala.com, your account will be deemed terminated when OnlineKerala.com receives such notice. You will only receive a refund for amounts not yet charged to your account, less any debit balances for unpaid charges posted to your account.
5 COMMUNICATIONS
5.1 By placing a listing through the Service, you agree to receive communications essential to your use of the Service—for example, an email about a change in Service pricing. For other, non-essential communications related to the Service, including promotional messages, you will have the choice to opt-out upon receipt of the first non-essential communication. You may exercise this choice from instructions provided within the first non-essential communication
6. YOUR SITE: You hereby acknowledge that OnlineKerala.com is not responsible for the maintenance of your Web site(s) nor is OnlineKerala.com responsible for order entry, payment processing, shipping, cancellations, returns or customer service concerning orders placed on Advertiser's Web site(s). You must update your listings if any information is not a current and accurate description of information available on your Web site, and represent, warrant, and covenant that the Web site to which any listing links will look the same to all end users regardless of the end users' location. You further acknowledge that your site does not contain any OnlineKerala.com owned or licensed content, including but not limited to, any OnlineKerala.com listings, except pursuant to a separate signed affiliate agreement with OnlineKerala.com. You hereby grant OnlineKerala.com the irrevocable right to access, index, cache, and display (in connection with your listings) the Web site(s) to which your listings link, or any portion thereof, including by any automated means including web spiders or crawlers. This grant specifically includes OnlineKerala.com's right to create and display copies of any and all text, graphics, images, audio, video, and all other material included or found on such Web sites or portions thereof, including the right to create and display thumbnail and full-scale copies of any images or video included on or found on such Web sites or portions thereof.
7. REPRESENTATIONS AND WARRANTIES: You represent, warrant, and covenant that you have sufficient authority to enter into this Agreement, and that each of your listings meets the standards and requirements of the Advertiser Rights and Responsibilities section above.
8. INDEMNIFICATION: You hereby agree to indemnify and hold harmless OnlineKerala.com, its parent, affiliated companies, information providers, licensors, licensees, consultants, contractors, agents, attorneys and employees from any and all liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees, that may arise from your use of the OnlineKerala.com Marketplace, Programs or other OnlineKerala.com Web sites and/or your Web site and/or your breach of the terms of this Agreement, including, without limitation, the breach of any representation or warranty. You agree to be solely responsible for defending any claim, subject to OnlineKerala.com's right to participate with counsel of its own choosing, and for payment of damages or losses resulting from the foregoing to both a third party and OnlineKerala.com, provided that you will not agree to any settlement that imposes any obligation or liability on OnlineKerala.com without OnlineKerala.com's prior written consent. OnlineKerala.com reserves the right to terminate or suspend the account of any advertiser that may violate any of the terms in this Agreement.
9. WARRANTY DISCLAIMER: YOU EXPRESSLY AGREE THAT YOUR USE OF THE ONLINEKERALA.COM MARKETPLACE AND PROGRAMS IS AT YOUR OWN RISK. THE ONLINEKERALA.COM MARKETPLACE, PROGRAMS, AS WELL AS THE ONLINEKERALA.COM WEB SITES, ARE AVAILABLE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. NEITHER ONLINEKERALA.COM NOR ANY OF ITS PARENT, AFFILIATED COMPANIES, SUBSIDIARIES, INFORMATION PROVIDERS, LICENSORS, LICENSEES, EMPLOYEES, AGENTS, ATTORNEYS, CONSULTANTS OR CONTRACTORS, OR ENTITIES WITHIN THE ONLINEKERALA.COM DISTRIBUTION NETWORK MAKES ANY WARRANTY OR REPRESENTATION WHATSOEVER REGARDING THE ONLINEKERALA.COM MARKETPLACE, PROGRAMS, THE ONLINEKERALA.COM WEB SITES, THE SUCCESS OF YOUR LISTINGS AS MEASURED IN ANY WAY, ANY INFORMATION, SERVICES OR PRODUCTS PROVIDED OR AVAILABLE THROUGH OR IN CONNECTION WITH ONLINEKERALA.COM, PROGRAMS, THE ONLINEKERALA.COM MARKETPLACE, THE ONLINEKERALA.COM WEB SITES OR ANY RESULTS OBTAINED THROUGH THE USE THEREOF. ONLINEKERALA.COM HEREBY DISCLAIMS ON BEHALF OF ITSELF, PARENT, AFFILIATED COMPANIES, SUBSIDIARIES, AND ALL INFORMATION PROVIDERS, LICENSORS, LICENSEES, CONTRACTORS, CONSULTANTS, AGENTS, ENTITIES WITHIN THE ONLINEKERALA.COM DISTRIBUTION NETWORK, ATTORNEYS AND/OR EMPLOYEES OF IT ANY AND ALL WARRANTIES INCLUDING, WITHOUT LIMITATION (1) ANY WARRANTIES AS TO THE AVAILABILITY, ACCURACY OR CONTENT OF THE ONLINEKERALA.COM MARKETPLACE, PROGRAMS, OR THE ONLINEKERALA.COM WEB SITES AND/ OR INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH THE ONLINEKERALA.COM MARKETPLACE, PROGRAMS, OR THE ONLINEKERALA.COM WEB SITES; AND (2) ANY WARRANTIES OF TITLE OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE
10. LIMITATION OF LIABILITY: ANY LIABILITY OF ONLINEKERALA.COM, ITS PARENT, AFFILIATED COMPANIES, SUBSIDIARIES, INFORMATION PROVIDERS, LICENSORS, LICENSEES, EMPLOYEES, AGENTS, CONSULTANTS, ENTITIES WITHIN THE ONLINEKERALA.COM DISTRIBUTION NETWORK, ATTORNEYS OR CONTRACTORS, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR DAMAGES CAUSED OR ALLEGEDLY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, FAILURE OF DELIVERY OF MERCHANDISE, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR UNLAWFUL USE OF RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, SHALL BE STRICTLY LIMITED TO THE AMOUNT ALREADY PAID BY YOU TO ONLINEKERALA.COM PURSUANT TO THIS AGREEMENT IN THE PRIOR SIX MONTH PERIOD. IN NO EVENT SHALL ONLINEKERALA.COM, ITS PARENT, AFFILIATED COMPANIES, SUBSIDIARIES, INFORMATION PROVIDERS, LICENSORS, LICENSEES, EMPLOYEES, ENTITIES WITHIN THE ONLINEKERALA.COM DISTRIBUTION NETWORK, AGENTS, CONSULTANTS, ATTORNEYS OR CONTRACTORS, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THIS AGREEMENT, THE USE OR INABILITY TO USE THE ONLINEKERALA.COM MARKETPLACE, PROGRAMS, THE ONLINEKERALA.COM WEB SITES, ONLINEKERALA.COM MARKETPLACE RESULTS AND/OR THE SITES LINKED TO FROM THE ONLINEKERALA.COM MARKETPLACE OR FOR ANY BREACH OF WARRANTY. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. YOU AGREE THAT YOU WILL NOT HOLD ONLINEKERALA.COM RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH THE ONLINEKERALA.COM MARKETPLACE, PROGRAMS, THE ONLINEKERALA.COM WEB SITES, THE ONLINEKERALA.COM MARKETPLACE RESULTS AND/OR SITES LINKED TO FROM THE ONLINEKERALA.COM MARKETPLACE, INCLUDING, WITHOUT LIMITATION, THOSE WITH WHOM ONLINEKERALA.COM CONTRACTS TO OPERATE VARIOUS PORTIONS OF THE ONLINEKERALA.COM MARKETPLACE AND/OR PROGRAMS AND THOSE TO WHOM ONLINEKERALA.COM PROVIDES LINKS TO FOR CONTENT, ADVERTISING OR ANY OTHER TYPE OF DATA OR INFORMATION. YOU ARE SOLELY LIABLE FOR ANY CLAIM RESULTING FROM YOUR SELECTION OF PAGE POSITION. WITHOUT LIMITING THE FOREGOING, ONLINEKERALA.COM SHALL HAVE NO LIABILITY HEREUNDER BY REASON OF ANY FAILURE OR DELAY IN THE PERFORMANCE OF ITS OBLIGATIONS ON ACCOUNT OF STRIKES, SHORTAGES, RIOTS, ACTS OF TERRORISM, INSURRECTION, FIRES, FLOOD, STORM, EXPLOSIONS, EARTHQUAKES, INTERNET OUTAGES,COMPUTER VIRUS, ACTS OF GOD, WAR, GOVERNMENTAL ACTION, OR ANY OTHER CAUSE THAT IS BEYOND ONLINEKERALA.COM'S REASONABLE CONTROL.
11. GOVERNING LAW & VENUE: The laws of India shall govern the validity, construction and performance of this Agreement. YOU HEREBY IRREVOCABLY CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF COURTS IN KOLLAM, KERALA, INDIA IN ALL DISPUTES ARISING OUT OF OR RELATING TO THE USE OF THE ONLINEKERALA.COM SITES/SERVICES. USE OF THE ONLINEKERALA.COM SITES/SERVICES IS UNAUTHORIZED IN ANY JURISDICTION THAT DOES NOT GIVE EFFECT TO ALL PROVISIONS OF THESE TERMS AND CONDITIONS, INCLUDING WITHOUT LIMITATION THIS PARAGRAPH. Severability: If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to any law, the remaining provisions shall remain in full force and effect as if said provision never existed.
12. ELECTRONIC SIGNATURES EFFECTIVE: (a) This Agreement is an electronic contract that sets out the legally binding terms of your use of the OnlineKerala.com Marketplace, Programs, and/or the OnlineKerala.com Web Sites. You indicate your acceptance to the terms and conditions contained or referenced herein or in any Programs by clicking on the check box next to the "I Accept the terms and conditions" in connection with your enrollment. This action creates an electronic signature that has the same legal force and effect as a handwritten signature. By clicking on the "I Accept" button, you accept this Agreement and/or any Programs and agree to the terms, conditions and notices contained or referenced therein. When you click on the "I Accept" button during enrollment, you also consent to have this Agreement provided to you in electronic form. (b) You have the right at any time to withdraw your consent to have this Agreement provided to you in electronic form. (c) Access and Retention. In order to access and retain this electronic Agreement, you must have access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must use all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. Please print a copy of this Agreement for your records. To retain an electronic copy of this Agreement, you may save it into any word processing program. We will notify you of any changes in the hardware or software requirements needed to access and/or retain this Agreement that create a material risk that you will not be able to continue to access and/or retain this electronic Agreement.
13. OTHER: This Agreement constitutes the entire Agreement between the parties with respect to the subject matter contained herein and supersedes all previous and contemporaneous agreements, proposals and communications, written or oral, between you and OnlineKerala.com. Only a written instrument executed by the party waiving compliance may waive the terms or covenants of this Agreement. If any provision of this Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of this Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties hereto and has like economic effect. This Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party. OnlineKerala.com may change this Agreement and/or OnlineKerala.com's Privacy Policy (as posted on or linked from OnlineKerala.com's branded Web Site at http://www.OnlineKerala.com at any time upon notice published on the OnlineKerala.com Marketplace or any one of the OnlineKerala.com Web Sites or by e-mail notification to you. Any use of the OnlineKerala.com Marketplace, Programs or any of the OnlineKerala.com Web Sites after such notice shall be deemed to be continued acceptance of this Agreement including its amendments and modifications.